Common use of Purchases; Limits on Purchasers’ Obligations Clause in Contracts

Purchases; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Conduit Purchasers ratably (in accordance with its applicable Ratable Share) purchase from Seller the Asset Interest (each such purchase being a “Purchase”) and, if any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such Purchase or if any Purchaser Group does not have a Conduit Purchaser, Seller shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share of such Purchase, in an aggregate amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) and (ii) the largest amount that will not cause (a) the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Investment of such Purchaser’s Purchaser Group to exceed the Commitment of the Committed Purchaser in such Purchaser Group; provided, that each Purchase made pursuant to this Section 1.1 shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Purchases deemed to be so requested by Seller above, in such amount as would not cause its Investment after giving effect to such Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitment. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase.

Purchases; Limits on Purchasers’ Obligations. (a) Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Conduit Purchasers ratably (or, if any Conduit Purchaser is unable or unwilling to make a purchase, the related Committed Purchaser in accordance with its applicable Ratable Share) such Conduit Purchaser’s Purchaser Group, purchase from Seller the Asset Interest Pool Assets and Related Assets from time to time (each such purchase being purchase, a “Purchase”) andand Administrative Agent, if any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share on behalf of such Purchase or if any Purchaser Group does not have a Conduit PurchaserPurchasers, Seller shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share Purchase subject to the terms and conditions of such Purchase, this Agreement in an aggregate amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) ), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Purchase subject to exceed the Commitment of limitations set forth in the Committed Purchaser in such Purchaser Group; provided, that each foregoing clause (ii). Each Purchase made pursuant to this Section 1.1 shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Purchases deemed to be so requested by Seller above, under this Section 1.1 if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group is unable or unwilling to make such Purchase, so long as would not cause its Investment after giving effect to such Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase.

Purchases; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement, any Seller (on behalf of all Sellers, or the Servicer on their behalf) may, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf the Purchasers (which in the case of the Conduit Purchasers ratably (Purchasers, shall be in accordance with its applicable Ratable Share) purchase from Seller their sole discretion), make purchases of SCC Pool Receivables and the Asset Interest Related Assets, to make purchases of ISC Pool Receivables and the Related Assets and/or to make purchases of Lease Pool Receivables and the Related Assets (each such purchase being of SCC Pool Receivables, ISC Pool Receivables or Lease Pool Receivables, as the case may be, whether made by a Conduit Purchaser or a Committed Purchaser, a “Purchase”) and, if and the Purchaser Agents on behalf of the Purchasers in their Purchaser Group in respect of each such Purchase shall make payments to the Sellers in its Ratable Share in respect thereof. The aggregate purchase price for the Purchase of each Pool Receivable and Related Assets in respect of a Receivable Pool shall be comprised of an initial cash purchase price (the “Initial Cash Purchase Price”) and a deferred purchase price payable pursuant to Section 1.2(g) (the “RPA Deferred Purchase Price”). If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such any of the Initial Cash Purchase or if Price of any Purchaser Group does not have proposed Purchase in respect of a Conduit PurchaserReceivable Pool, Seller the Sellers shall be deemed to have automatically requested that the Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Ratable Share of any such Purchase, in an aggregate accordance with Section 1.2(b) in a cash amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller the Sellers under Section 1.2(a) and (ii) after giving effect to any other Purchases on such day, the largest amount that will not cause (a) the Purchasers’ Total Pool Investment in respect of such Receivable Pool to exceed the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (b) the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of such Receivable Pool to exceed the Net Portfolio Balance (in each case, at for such time) Receivable Pool or (c) the aggregate Investment of such Purchaser’s Purchaser Group in respect of such Receivable Pool to exceed the Pool Commitment in respect of such Receivable Pool of the Committed Purchaser Purchasers in such Purchaser Group; provided, that the aggregate Initial Cash Purchase Price with respect to each Purchase made pursuant to this Section 1.1 relating to a Receivable Pool shall be in an amount at least equal to $5,000,000 10,000,000 for any Purchase, and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agreesshall, on subject to the terms and subject to the conditions hereof, to make its Purchaser Group’s Ratable Share of Purchases any Purchase in respect of a Receivable Pool deemed to be so requested by Seller abovethe Sellers above (unless its related Conduit Purchaser is making such Ratable Share of such Purchase), in such amount as would not cause its Purchaser Group Investment in respect of such Receivable Pool after giving effect to such Purchase (and any other Purchase to be made by such Purchaser Group on such date) to exceed its Purchaser Group’s Commitment or cause the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitmentin respect of such Receivable Pool . At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. Each Purchaser will also make reinvestment Purchases in respect of each Receivable Pool (each such Purchase, a “Reinvestment”), in its Purchaser Group’s Ratable Share, as, and to the extent, described in Section 1.3. In respect of each Purchase of Pool Receivables, the excess of (i) in respect of the Purchase of SCC Pool Receivables, the aggregate Unpaid Balances of such SCC Pool Receivables as of such Purchase Date, (ii) in respect of the Purchase of ISC Pool Receivables, the aggregate Unpaid Balances of such ISC Pool Receivables as of such Purchase Date and (iii) in respect of the Purchase of Lease Pool Receivables, the aggregate Unpaid Balances of such Lease Pool Receivables as of such Purchase Date, over the Initial Cash Purchase Price (including a Reinvestment of Collections) in respect of such Purchase shall constitute the RPA Deferred Purchase Price payable with respect to the Purchase of such Pool Receivables pursuant to Section 1.2(g).

Purchases; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement, any Seller (on behalf of all Sellers, or the Servicer on their behalf) may, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf the Purchasers (which in the case of the Conduit Purchasers ratably (Purchasers, shall be in accordance with its applicable Ratable Share) purchase from Seller their sole discretion), make purchases of SCC Pool Receivables and the Asset Interest Related Assets or to make purchases of ISC Pool Receivables and the Related Assets (each such purchase being of SCC Pool Receivables or ISC Pool Receivables, as the case may be, whether made by a Conduit Purchaser or a Committed Purchaser, a “Purchase”) and, if and the Purchaser Agents on behalf of the Purchasers in their Purchaser Group in respect of each such Purchase shall make payments to the Sellers in its Ratable Share in respect thereof. The aggregate purchase price for the Purchase of each Pool Receivable and Related Assets in respect of a Receivable Pool shall be comprised of an initial purchase price (the “Initial Cash Purchase Price”) and a deferred purchase price payable pursuant to Section 1.2(g) (the “RPA Deferred Purchase Price”). If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such any of the Initial Cash Purchase or if Price of any Purchaser Group does not have proposed Purchase in respect of a Conduit PurchaserReceivable Pool, Seller the Sellers shall be deemed to have automatically requested that the Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Ratable Share of any such Purchase, in an aggregate accordance with Section 1.2(b) in a cash amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller the Sellers under Section 1.2(a) and (ii) after giving effect to any other Purchases on such day, the largest amount that will not cause (a) the Purchasers’ Total Pool Investment in respect of such Receivable Pool to exceed the Purchasers’ Total CommitmentPool Commitment in respect of such Receivable Pool, (b) the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of such Receivable Pool to exceed the Net Portfolio Balance (in each case, at for such time) Receivable Pool or (c) the aggregate Investment of such Purchaser’s Purchaser Group in respect of such Receivable Pool to exceed the Pool Commitment in respect of such Receivable Pool of the Committed Purchaser Purchasers in such Purchaser Group; provided, that the aggregate Initial Cash Purchase Price with respect to each Purchase made pursuant to this Section 1.1 relating to a Receivable Pool shall be in an amount at least equal to $5,000,000 10,000,000 for any Purchase, and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agreesshall, on subject to the terms and subject to the conditions hereof, to make its Purchaser Group’s Ratable Share of Purchases any Purchase in respect of a Receivable Pool deemed to be so requested by Seller abovethe Sellers above (unless its related Conduit Purchaser is making such Ratable Share of such Purchase), in such amount as would not cause its Purchaser Group Investment in respect of such Receivable Pool after giving effect to such Purchase (and any other Purchase to be made by such Purchaser Group on such date) to exceed its Purchaser Group’s Commitment or cause the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitmentin respect of such Receivable Pool . At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. Each Purchaser will also make reinvestment Purchases in respect of each Receivable Pool (each such Purchase, a “Reinvestment”), in its Purchaser Group’s Ratable Share, as, and to the extent, described in Section 1.3. In respect of each Purchase of Pool Receivables, the excess of (i) in respect of the Purchase of SCC Pool Receivables, the aggregate Unpaid Balances of such SCC Pool Receivables as of such Purchase Date and (ii) in respect of the Purchase of ISC Pool Receivables, the aggregate Unpaid Balances of such ISC Pool Receivables as of such Purchase Date, over the Initial Cash Purchase Price (including a Reinvestment of Collections) in respect of such Purchase shall constitute the RPA Deferred Purchase Price payable with respect to the Purchase of such Pool Receivables pursuant to Section 1.2(g).

Purchases; Limits on Purchasers’ Obligations. (a) Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of (x) the Conduit Purchasers ratably (in accordance with its applicable Ratable Share) purchase from Seller the Asset Interest (each such purchase being a “Purchase”) andor, if any Conduit Purchaser in any Purchaser Group is unable or unwilling or unable for any reason to make its Ratable Share of a purchase, the related Committed Purchaser in such Purchase or Conduit Purchaser’s Purchaser Group, and/or (y) the Committed Purchasers if any such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, purchase from Seller the Pool Assets and Related Assets from time to time and Administrative Agent, on behalf of such Purchasers, shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share purchase (each such purchase, a “Committed Purchase”) subject to the terms and conditions of such Purchase, this Agreement in an aggregate amount (the “Committed Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) 1.2(a)(i), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Committed Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Committed Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Committed Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Committed Purchase subject to exceed the Commitment of limitations set forth in the foregoing clause (ii). Each Committed Purchaser in such Purchaser Group; provided, that each Purchase made pursuant to this Section 1.1 1.1(a) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Committed Purchases deemed to be so requested by Seller above, under this Section 1.1(a) if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group, if any, is unable or unwilling to make such Committed Purchase, or if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, so long as would not cause its Investment after giving effect to such Committed Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Committed Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Committed Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. 749037980 (b) Solely to the extent that each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment and upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Purchasers, purchase on an uncommitted basis from Seller the Pool Assets and Related Assets from time to time, and Administrative Agent, on behalf of each Purchaser that has expressly agreed, in its sole and absolute discretion, to make such purchase, shall make such Purchase (each such purchase, an “Uncommitted Purchase”) and subject to the terms and conditions of this Agreement in an amount (the “Uncommitted Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(ii), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount, (b) the aggregate Total Uncommitted Investment to exceed the Purchasers’ Total Uncommitted Amount, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. Each Uncommitted Purchase, if any, made pursuant to this Section 1.1(b) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. At no time shall any Purchaser have any obligation or commitment to make any Uncommitted Purchase and any Uncommitted Purchase (including the amount such Purchaser is required to fund in connection therewith) shall be at the sole and absolute discretion of each Purchaser.

Purchases; Limits on Purchasers’ Obligations. a. Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of (x) the Conduit Purchasers ratably (in accordance with its applicable Ratable Share) purchase from Seller the Asset Interest (each such purchase being a “Purchase”) andor, if any Conduit Purchaser in any Purchaser Group is unable or unwilling or unable for any reason to make its Ratable Share of a purchase, the related Committed Purchaser in such Purchase or Conduit Purchaser’s Purchaser Group, and/or (y) the Committed Purchasers if any such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, purchase from Seller the Pool Assets and Related Assets from time to time and Administrative Agent, on behalf of such Purchasers, shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share purchase (each such purchase, a “Committed Purchase”) subject to the terms and conditions of such Purchase, this Agreement in an aggregate amount (the “Committed Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) 1.2(a)(i), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Committed Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Committed Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Committed Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Committed Purchase subject to exceed the Commitment of limitations set forth in the foregoing clause (ii). Each Committed Purchaser in such Purchaser Group; provided, that each Purchase made pursuant to this Section 1.1 1.1(a) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Committed Purchases deemed to be so requested by Seller above, under this Section 1.1(a) if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group, if any, is unable or unwilling to make such Committed Purchase, or if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, so long as would not cause its Investment after giving effect to such Committed Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Committed Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Committed Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. b. Solely to the extent that each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment and upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Purchasers, purchase on an uncommitted basis from Seller the Pool Assets and Related Assets from time to time, and Administrative Agent, on behalf of each Purchaser that has expressly agreed, in its sole and absolute discretion, to make such purchase, shall make such Purchase (each such purchase, an “Uncommitted Purchase”) and subject to the terms and conditions of this Agreement in an amount (the “Uncommitted Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(ii), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount, (b) the aggregate Total Uncommitted Investment to exceed the Purchasers’ Total Uncommitted Amount, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. Each Uncommitted Purchase, if any, made pursuant to this Section 1.1(b) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. At no time shall any Purchaser have any obligation or commitment to make any Uncommitted Purchase and any Uncommitted Purchase (including the amount such Purchaser is required to fund in connection therewith) shall be at the sole and absolute discretion of each Purchaser.

Purchases; Limits on Purchasers’ Obligations. (a) Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of (x) the Conduit Purchasers ratably (in accordance with its applicable Ratable Share) purchase from Seller the Asset Interest (each such purchase being a “Purchase”) andor, if any Conduit Purchaser in any Purchaser Group is unable or unwilling or unable for any reason to make its Ratable Share of a purchase, the related Committed Purchaser in such Purchase or Conduit Purchaser’s Purchaser Group, and/or (y) the Committed Purchasers if any such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, purchase from Seller the Pool Assets and Related Assets from time to time and Administrative Agent, on behalf of such Purchasers, shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share purchase (each such purchase, a “Committed Purchase”) subject to the terms and conditions of such Purchase, this Agreement in an aggregate amount (the “Committed Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) 1.2(a)(i), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Committed Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Committed Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Committed Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Committed Purchase subject to exceed the Commitment of limitations set forth in the foregoing clause (ii). Each Committed Purchaser in such Purchaser Group; provided, that each Purchase made pursuant to this Section 1.1 1.1(a) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Committed Purchases deemed to be so requested by Seller above, under this Section 1.1(a) if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group, if any, is unable or unwilling to make such Committed Purchase, or if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, so long as would not cause its Investment after giving effect to such Committed Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Committed Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Committed Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. 753697831 (b) Solely to the extent that each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment and upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Purchasers, purchase on an uncommitted basis from Seller the Pool Assets and Related Assets from time to time, and Administrative Agent, on behalf of each Purchaser that has expressly agreed, in its sole and absolute discretion, to make such purchase, shall make such Purchase (each such purchase, an “Uncommitted Purchase”) and subject to the terms and conditions of this Agreement in an amount (the “Uncommitted Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(ii), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount, (b) the aggregate Total Uncommitted Investment to exceed the Purchasers’ Total Uncommitted Amount, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. Each Uncommitted Purchase, if any, made pursuant to this Section 1.1(b) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. At no time shall any Purchaser have any obligation or commitment to make any Uncommitted Purchase and any Uncommitted Purchase (including the amount such Purchaser is required to fund in connection therewith) shall be at the sole and absolute discretion of each Purchaser.

Purchases; Limits on Purchasers’ Obligations. (a) Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Conduit Purchasers ratably (or, if any Conduit Purchaser is unable or unwilling to make a purchase, the related Committed Purchaser in accordance with its applicable Ratable Share) such Conduit Purchaser’s Purchaser Group, purchase from Seller the Asset Interest Pool Assets and Related Assets from time to time (each such purchase being each, a “Purchase”) andand Administrative Agent, if any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share on behalf of such Purchase or if any Purchaser Group does not have a Conduit PurchaserPurchasers, Seller shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share Purchase subject to the terms and conditions of such Purchase, in an aggregate amount this Agreement. The purchase price (the “Purchase Price”) for each Purchase shall comprise both an initial cash payment for such Purchase as determined in Section 1.2 (the “Cash Purchase Price”) and an amount (the “Deferred Purchase Price”) equal in each instance to the lesser of: excess of (x) the aggregate Market Value of the Pool Assets and Related Assets that will be acquired by the Administrative Agent, on behalf of the Purchasers, in connection with such Purchase (as determined by the Servicer at the time of such Purchase, and reduced by anticipated Servicing Fee and Custodian fees), over (y) the Cash Purchase Price for such Purchase. Notwithstanding any other provision of this Agreement, under no circumstances shall any Purchase occur if, after giving effect to such Purchase, (i) the amount requested by Seller under Section 1.2(a) and (ii) the largest amount that will not cause (a) the Purchasers’ Total Investment to would exceed the Purchasers’ Total Commitment, (bii) the Purchaser Group Investment of any Purchaser Group would exceed its Purchaser Group Commitment or (iii) the Total Investment would exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves to exceed the Net Portfolio Balance (Loan Investment Base, in each case, at such time) or (c) the aggregate Investment of such Purchaser’s Purchaser Group to exceed the Commitment of the Committed Purchaser in such Purchaser Group; provided, that each . Each Purchase made pursuant to this Section 1.1 shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Purchases deemed to be so requested by Seller above, under this Section 1.1 if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group is unable or unwilling to make such Purchase, so long as would not cause its Investment after giving effect to such Purchase (and any other Purchase to be made on such date), the conditions set forth in clauses (i) to exceed its Commitment or cause the Purchasers’ Total Investment to exceed the Purchasers’ Total Commitmentthrough (iii) above are satisfied. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase.

Purchases; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement, any Seller (on behalf of all Sellers, or the Servicer on their behalf) may, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf the Purchasers (which in the case of the Conduit Purchasers ratably (Purchasers, shall be in accordance with its applicable Ratable Share) purchase from Seller their sole discretion), make purchases of SCC Pool Receivables and the Asset Interest Related Assets, make purchases of ISC Pool Receivables and the Related Assets, make purchases of Lease Pool Receivables and the Related Assets, and/or make purchases of the MTM Lease Pool Receivables and the Related Assets (each such purchase being of SCC Pool Receivables, ISC Pool Receivables, Lease Pool Receivables, or MTM Lease Pool Receivables, as the case may be, whether made by a Conduit Purchaser or a Committed Purchaser, a “Purchase”) and, if and the Purchaser Agents on behalf of the Purchasers in their Purchaser Group in respect of each such Purchase shall make payments to the Sellers in its Ratable Share in respect thereof. The aggregate purchase price for the Purchase of each Pool Receivable and Related Assets in respect of a Receivable Pool shall be comprised of an initial cash purchase price (the “Initial Cash Purchase Price”) and a deferred purchase price payable pursuant to Section 1.2(g) (the “RPA Deferred Purchase Price”). If any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Purchaser Group’s Ratable Share of such any of the Initial Cash Purchase or if Price of any Purchaser Group does not have proposed Purchase in respect of a Conduit PurchaserReceivable Pool, Seller the Sellers shall be deemed to have automatically requested that the Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Ratable Share of any such Purchase, in an aggregate accordance with Section 1.2(b) in a cash amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller the Sellers under Section 1.2(a) and (ii) after giving effect to any other Purchases on such day in respect of all Receivable Pools, the largest amount that will not cause (a) the Purchasers’ Total Pool Investment in respect of such Receivable Pool to exceed (x) in respect of the SCC Receivable Pool, the SCC Pool Commitment, and (y) in respect of any Receivable Pool which comprises a portion of the Combined Receivable Pools, when such Purchaser’s Pool Investment is added to the Purchasers’ Total CommitmentPool Investment in respect of each other Receivable Pool which comprises a portion of the Combined Receivable Pools, the Purchasers’ Pool Commitment in respect of the Combined Receivable Pools, (b) the sum of the Purchasers’ Total Pool Investment and the Required Reserves in respect of such Receivable Pool to exceed the Net Portfolio Balance (in each casefor such Receivable Pool, at such time) or (c) the aggregate Investment of such Purchaser’s Purchaser Group in respect of such Receivable Pool to exceed (x) in respect of the SCC Receivable Pool, the Pool Commitment in respect of the SCC Receivable Pool of the Committed Purchasers in such Purchaser Group, and (y) in respect of any Receivable Pool which comprises a portion of the Combined Receivable Pools, when such aggregate Investment is added to the aggregate Investment of such Purchaser’s Purchaser Group in respect of each other Receivable Pool which comprises a portion of the Combined Receivable Pools, the Pool Commitment in respect of the Combined Receivable Pools of the Committed Purchasers in such Purchaser Group; provided, that the aggregate Initial Cash Purchase Price with respect to each Purchase made pursuant to this Section 1.1 relating to a Receivable Pool shall be in an amount at least equal to $5,000,000 10,000,000 for any Purchase, and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agreesshall, on subject to the terms and subject to the conditions hereof, to make its Purchaser Group’s Ratable Share of Purchases any Purchase in respect of the SCC Receivable Pool or any Receivable Pool which comprises one of the Combined Receivable Pools deemed to be so requested by Seller abovethe Sellers above (unless its related Conduit Purchaser is making such Ratable Share of such Purchase), in such amount as would not cause its Purchaser Group Investment in respect of such Receivable Pool after giving effect to such Purchase (and any other Purchase to be made by such Purchaser Group on such date) to exceed its Purchaser Group’s Commitment or cause in respect of the Purchasers’ Total SCC Receivable Pool or, when added to its Purchaser Group Investment to exceed in respect of each other Receivable Pool which comprises a portion of the Purchasers’ Total CommitmentCombined Receivable Pools, the Combined Receivable Pools, respectively. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. Each Purchaser will also make reinvestment Purchases in respect of each Receivable Pool (each such Purchase, a “Reinvestment”), in its Purchaser Group’s Ratable Share, as, and to the extent, described in Section 1.3. In respect of each Purchase of Pool Receivables, the excess of (i) in respect of the Purchase of SCC Pool Receivables, the aggregate Unpaid Balances of such SCC Pool Receivables as of such Purchase Date, (ii) in respect of the Purchase of ISC Pool Receivables, the aggregate Unpaid Balances of such ISC Pool Receivables as of such Purchase Date, (iii) in respect of the Purchase of Lease Pool Receivables, the aggregate Unpaid Balances of such Lease Pool Receivables as of such Purchase Date, and (iv) in respect of the Purchase of MTM Lease Pool Receivables, the aggregate Unpaid Balances of such MTM Lease Pool Receivables as of such Purchase Date, over the Initial Cash Purchase Price (including a Reinvestment of Collections) in respect of such Purchase shall constitute the RPA Deferred Purchase Price payable with respect to the Purchase of such Pool Receivables pursuant to Section 1.2(g).

Purchases; Limits on Purchasers’ Obligations. Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Conduit Purchasers ratably (or, if any Conduit Purchaser is unable or unwilling to make a purchase, the related Committed Purchaser in accordance with its applicable Ratable Share) such Conduit Purchaser’s Group, purchase from Seller the Asset Interest and Administrative Agent, on behalf of Conduit Purchasers or, if any Conduit Purchaser is unable or unwilling to make a purchase, the related Committed Purchaser in such Conduit Purchaser’s Group, shall make a purchase (each such purchase payment being a “Purchase”) and, if any Conduit Purchaser in any Purchaser Group is unwilling or unable for any reason to make its Ratable Share of such Purchase or if any Purchaser Group does not have a Conduit Purchaser, Seller shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share of such Purchase, in an aggregate amount (the “Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) ), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Investment to exceed the Purchasers’ Total Commitment, or (bc) the Total Investment to exceed the sum of the Purchasers’ Total Receivables Investment Base and the Required Reserves to exceed the Net Portfolio Balance (Loan Investment Base, in each case, at such time) ; provided, however, that if any requested Conduit Purchaser is unwilling or (c) unable for any reason to make such Purchase, Seller shall be deemed to have requested that the aggregate Investment of related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Purchase subject to exceed the Commitment of limitations set forth in the Committed Purchaser in such Purchaser Group; provided, that each foregoing clause (ii). Each Purchase made pursuant to this Section 1.1 shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Purchases deemed to be so requested by Seller above, under this Section 1.1 if its related Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group is unable or unwilling to make such Purchase, so long as would not cause its Investment after giving effect to such Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Loan Investment Base and the Receivables Investment Base, in each case, at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase.

Purchases; Limits on Purchasers’ Obligations. (a) Upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of (x) the Conduit Purchasers ratably (in accordance with its applicable Ratable Share) purchase from Seller the Asset Interest (each such purchase being a “Purchase”) andor, if any Conduit Purchaser in any Purchaser Group is unable or unwilling or unable for any reason to make its Ratable Share of a purchase, the related Committed Purchaser in such Purchase or Conduit Purchaser’s Purchaser Group, and/or (y) the Committed Purchasers if any such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, purchase from Seller the Pool Assets and Related Assets from time to time and Administrative Agent, on behalf of such Purchasers, shall be deemed to have requested that the Committed Purchaser in such Purchaser Group make such Ratable Share purchase (each such purchase, a “Committed Purchase”) subject to the terms and conditions of such Purchase, this Agreement in an aggregate amount (the “Committed Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a) 1.2(a)(i), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Committed Investment to exceed such Purchaser Group’s Purchaser Group Commitment, (b) the Purchasers’ aggregate Total Committed Investment to exceed the Purchasers’ Total Commitment, (b) the sum of the Purchasers’ Total Investment and the Required Reserves to exceed the Net Portfolio Balance (in each case, at such time) or (c) the aggregate Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time; provided, however, that if any requested Conduit Purchaser is unwilling or unable for any reason to make such Committed Purchase, Seller shall be deemed to have requested that the related Committed Purchaser in such Conduit Purchaser’s Purchaser Group make such Committed Purchase subject to exceed the Commitment of limitations set forth in the foregoing clause (ii). Each Committed Purchaser in such Purchaser Group; provided, that each Purchase made pursuant to this Section 1.1 1.1(a) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. Each Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make its Ratable Share of Committed Purchases deemed to be so requested by Seller above, under this Section 1.1(a) if the Conduit Purchaser in such amount Committed Purchaser’s Purchaser Group, if any, is unable or unwilling to make such Committed Purchase, or if such Committed Purchaser’s Purchaser Group does not have a Conduit Purchaser, so long as would not cause its Investment after giving effect to such Committed Purchase (and any other Purchase to be made on such date) to exceed its Commitment or cause (i) the Purchasers’ aggregate Total Committed Investment to would not exceed the Purchasers’ Total Commitment, (ii) the Purchaser Group’s Purchaser Group Committed Investment would not exceed such Purchaser Group’s Purchaser Group Commitment, and (iii) the aggregate Total Investment would not exceed the sum of the Receivables Investment Base and the 755931971 16509877 Loan Investment Base at such time. At no time shall a Conduit Purchaser that is not a Committed Purchaser have any obligation or commitment to make any Purchase. (b) Solely to the extent that each Purchaser Group’s Purchaser Group Committed Investment is greater than or equal to each such Purchaser Group’s Purchaser Group Commitment and upon the terms and subject to the conditions of this Agreement, from time to time prior to the Purchase Termination Date, Seller may request that Administrative Agent, on behalf of the Purchasers, purchase on an uncommitted basis from Seller the Pool Assets and Related Assets from time to time, and Administrative Agent, on behalf of each Purchaser that has expressly agreed, in its sole and absolute discretion, to make such purchase, shall make such Purchase (each such purchase, an “Uncommitted Purchase”) and subject to the terms and conditions of this Agreement in an amount (the “Uncommitted Purchase Price”) equal in each instance to the lesser of: (i) the amount requested by Seller under Section 1.2(a)(ii), and (ii) the largest amount that will not cause (a) with respect to any Purchaser Group, such Purchaser Group’s Purchaser Group Uncommitted Investment to exceed such Purchaser Group’s Uncommitted Amount, (b) the aggregate Total Uncommitted Investment to exceed the Purchasers’ Total Uncommitted Amount, or (c) the Total Investment to exceed the sum of the Receivables Investment Base and the Loan Investment Base at such time. Each Uncommitted Purchase, if any, made pursuant to this Section 1.1(b) shall be in an amount at least equal to $5,000,000 and, in each case, in integral multiples of $100,000 in excess thereof. At no time shall any Purchaser have any obligation or commitment to make any Uncommitted Purchase and any Uncommitted Purchase (including the amount such Purchaser is required to fund in connection therewith) shall be at the sole and absolute discretion of each Purchaser. (c) For all purposes under this Agreement and each other Transaction Document and notwithstanding anything contained herein or in any other Transaction Document to the contrary, following the occurrence of the Specified Purchase Termination Date, each Specified Purchaser’s Commitment, Uncommitted Amount, related Purchaser Group’s Purchaser Group Commitment and related Purchaser Group’s Uncommitted Amount shall, in each case, be immediately reduced to zero ($0.00) and such Specified Purchaser shall have no further obligation to fund any Purchase. On the Specified Final Payout Date each Specified Purchaser and its related Purchaser Agent shall, without further action on the part of any Person, cease to be a party to this Agreement as a Purchaser or Purchaser Agent, as applicable, for any purpose.